STAAR Surgical Company filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 18, 2026

STAAR Surgical Company

(Exact Name of Registrant as Specified in Charter)

Registrant’s Telephone Number, Including Area Code: 626-303-7902

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2026, STAAR Surgical Company (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s shareholders approved Amendment No. 2 to the STAAR Surgical Company Amended and Restated Omnibus Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock reserved for issuance thereunder by 3,900,000 shares (the “Plan Amendment”).

Descriptions of the Plan and the Plan Amendment can be found in “Proposal No. 2: Approval of Amendment No. 2 to Amended and Restated Omnibus Equity Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 4, 2026 (the “2026 Proxy Statement”). Such descriptions are incorporated herein by reference from the 2026 Proxy Statement and are qualified in their entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 to this current report, Amendment No. 1 to the Plan, a copy of which is filed as Exhibit 10.2 to this current report, and the Plan Amendment, a copy of which is filed as Exhibit 10.3 to this current report.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting, the Company’s shareholders voted upon four proposals (the “Proposals”), as described in the 2026 Proxy Statement. The final results for the votes cast with respect to the Proposals are set forth below. As of April 20, 2026, the record date for the 2026 Annual Meeting, there were 49,788,295 outstanding shares of the Company’s common stock. At the 2026 Annual Meeting, a quorum of 43,680,435 shares of the Company’s common stock were represented in person or by proxy.

Proposal 1: To elect seven directors to serve for a term of office expiring at the Company’s 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified:

Proposal 2: To approve Amendment No. 2 to the Company’s Amended and Restated Omnibus Equity Incentive Plan, which increases the number of shares of Company common stock that are reserved for issuance under the plan by 3.9 million shares:

Proposal 3: To ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2027:

Proposal 4: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:

Item 9.01 Financial Statements and Exhibits.

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* Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.